Comscore Completes Recap, Four Directors Depart

Comscore has completed a share exchange with its three largest stockholders, recapitalizing the company, and has announced the resignation of four Board members - Nana Banerjee, Itzhak Fisher, Leslie Gillin and Marty Patterson. Investor representative Bob Davenport joins the Board.

The changes were first announced in September last year. Comscore's three main investors are Charter Communications, Liberty Broadband, and Pine Investor (an affiliate of Cerberus Capital Management). These companies have exchanged around 32 million shares of Series B Preferred Stock for a combination of 4.2m of a new Series C Preferred Stock and 3.3m of common stock.

The company said the resignations of the four directors, effective December 29th, were 'not a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices.' New Director Davenport, who is an executive officer of Pine and a director and employee of Cerberus Capital Management, L.P., will also serve as chair of the Comscore Board's Nominating and Governance Committee and as a member of the Compensation Committee. The other two key investors, Charter and Liberty, already have one Board member each.

The changes mean the Board now comprises David Kline (Chair), CEO Jon Carpenter (pictured), Bob Davenport, Bill Livek, Matt McLaughlin, Jeff Murphy and Brian Wendling. Comscore is aiming to simplify and streamline its capital structure - authorized preferred stock is reduced nearly 90% to 14m shares, with authorized common stock increased but by less - from roughly 17m to 46m shares; to create 'a more concentrated, yet structured, governance model'; and to provide stability. New rules prevent stockholders from transferring common shares for six months unless the price is at least $12.50 per share.

Web site: www.comscore.com .

All articles 2006-23 written and edited by Mel Crowther and/or Nick Thomas, 2024- by Nick Thomas, unless otherwise stated.